DESCRIPTION OF FIXED RATE RESETTING PERPETUAL SUBORDINATED
CONTINGENT CONVERTIBLE SECURITIES
The following description of the Securities supplements (and, where different from, supersedes) the description
of the Securities in the accompanying prospectus. If this prospectus supplement is inconsistent with the accompanying prospectus, this prospectus supplement will prevail with regard to the Securities.
The Securities will constitute a series of Contingent Convertible Securities issued under the Contingent Convertible Securities Indenture dated as of
August 14, 2018 among us and The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Convertible Security Registrar (as heretofore supplemented, the Base
Indenture), as further supplemented by the fourth supplemental indenture expected to be entered into on August 12, 2020 (the Fourth Supplemental Indenture, and together with the Base Indenture, the Indenture). The terms
of the Securities include those stated in the Indenture and any supplements thereto, and those terms made part of the Indenture by reference to the Trust Indenture Act. Certain terms used in this prospectus supplement, unless otherwise defined
herein, have the meaning given to them in the Indenture. We filed the Base Indenture as an exhibit to the Form 6-K filed on August 14, 2018 (Film No. 181018017), and will file the Fourth Supplemental
Indenture as an exhibit to a report on Form 6-K on or about August 12, 2020.
The shareholders of the Issuer
passed an ordinary resolution on May 7, 2020 to increase its share capital by the creation of new shares of up to £825,000,000 in relation to any issue of securities that automatically convert into or are exchanged for ordinary shares of the
Issuer, which authorization expires at the end of the Issuers Annual General Meeting to be held in 2020 or the close of business on June 30, 2021 (whichever is earlier), unless otherwise renewed or passed pursuant to a separate resolution.
The Securities will be issued in an aggregate principal amount of $1,500,000,000 and will have no fixed maturity or fixed redemption date. From (and
including) the Issue Date to (but excluding) June 15, 2026, the interest rate on the Securities will be 6.125% per annum (the Initial Interest Rate). From (and including) each Reset Date to (but excluding) the next following Reset Date
(each such period, a Reset Period), the applicable per annum interest rate (the Subsequent Interest Rate) will be equal to the sum, as determined by the Calculation Agent, of the applicable U.S. Treasury Rate (such term
subject to the provisions described under Determination of Subsequent Interest Rate below) on the relevant Reset Determination Date and 5.867% (the Margin). Subject to the conditions described under
Interest Cancellation below and to the last sentence of this paragraph, interest, if any, will be payable quarterly in arrear on March 15, June 15, September 15 and December 15 of each year (each an
Interest Payment Date). The first date on which interest may be paid will be December 15, 2020 for the period commencing on (and including) August 12, 2020, and ending on (but excluding) December 15, 2020 (and thus a long first
interest period). Subject to the conditions described herein, interest on the Securities, if any, will be computed and payable on the basis of a year of 360 days consisting of 12 months of 30 days each and, in the case of an incomplete month, the
actual number of days elapsed (Day Count Fraction).
The Regular Record Dates for the Securities will be the close of business on the Business
Day immediately preceding each Interest Payment Date (or, if the Securities are held in definitive form, the close of business on the 15th Business Day preceding each Interest Payment Date).
The Reset Dates are June 15, 2026 and each fifth (5th) anniversary thereafter.
The Reset Determination Date is the second Business Day immediately preceding each Reset Date.
If any Interest Payment Date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the
period from and after the Interest Payment Date. If a date of redemption is not a Business Day, we may pay interest (if any) and principal on the next Business Day, but interest on that payment will not accrue during the period from and after the
date of redemption.
The term Business Day means any weekday, other than one on which banking institutions are authorized or obligated by law,
regulation or executive order to close in London, U.K., or in New York City, New York.
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